Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating # the Close-Out Amount pursuant to Section 6 of the Agreement and # the amount due upon cancellation or termination of any Transaction (whether in whole or in part) pursuant to Article 12 of the Equity Definitions as a result of an Extraordinary Event, JPMorgan may, if commercially reasonable to do so, determine such amount based on expected losses assuming a commercially reasonable (including, without limitation, with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss. Notwithstanding anything to the contrary in [Section 6(d)(ii)] of the Agreement or Article 12 of the Equity Definitions, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement or upon cancellation or termination of the relevant Transaction under Article 12 of the Equity Definitions will be payable # on the day that notice of the amount payable is effective, if notice is received prior to 11:00 a.m. (New York City time), or # on the Exchange Business Day following the day that notice of the amount payable is effective, if notice is received at or after 11:00 a.m. (New York City time); provided that if Counterparty elects to receive or deliver Shares or Alternative Delivery Units in accordance with [Section 15], such Shares or Alternative Delivery Units shall be delivered on a date selected by JPMorgan as promptly as practicable.
Payment upon Early Termination. In the event of termination prior to completion of the Services specified in any Work Order, [[CoreRx:Organization]] shall be paid for all work completed through the date of termination in accordance with this Agreement and such Work Order, including reasonable and documented out-of-pocket expenses and any non-cancellable commitments incurred by [[CoreRx:Organization]] in accordance with this Agreement and such Work Order.
The Company shall have the right to make the payments set forth in Section 2.1(c) and Section 2.1(d) at any time prior to the First Additional Consideration Date or Second Additional Consideration Date, respectively, in its sole election; provided, however, that in the case of Section 2.1(d), such election by the Company shall be conditioned on delivery to ABG by the Company of a certificate dated as of the date of such election, duly executed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that they are not aware of any material adverse change, or any development or new material fact involving a prospective material adverse change, in the properties, assets, financial position, or results of operations of the Company and Subsidiaries taken as a whole, other than as set forth or contemplated in the SEC Documents, and other than changes, developments or facts affecting the economy generally or that are generally applicable to the industries or markets in which the Company operates, but specifically excluding any changes or developments affecting the cannabis industry, the sale of Cannabis Products (as defined in the Participation Agreement) or the regulatory framework in connection with the same in any jurisdiction. If the Company gives ABG notice that it intends to make an early payment pursuant to [Section 2.1(d), ABG] shall within two (2) Business Days thereafter provide its written election of its desired allocation of consideration in accordance with Section 2.1(d).
Early Termination. Either party may terminate this Agreement at any time by providing six (6) months’ prior written notice to the other party.
“Early Termination”. If, at any time during the Term of the Agreement, the Licensee desires early termination of this Agreement or otherwise discontinue use of the Designated Space, it will provide formal written notice of intent to vacate to Licensor at least three (3) months in advance of the early termination date. If Licensee terminates early, the Licensor will take good faith measures to contract with an alternate licensee to occupy the Licensee’s Dedicated Space for the balance of any unused Term. Provided an alternate licensee is available and willing to occupy the space, Licensor will refund the relevant pre-paid License Fee for the duration the alternate licensee is occupying the same Cleanroom. If Licensor is unable to find an alternate licensee to occupy the Cleanroom, Licensor will continue to charge Licensee the License Fee, excluding all costs related to Personnel Support, Consumables and Variable Budget, provided however, if such costs are incurred by Licensee, then, Licensee shall pay such costs on an hourly basis as agreed to by the parties until the three (3) months of advance notice is complete.
Termination without Cause. If, prior to the Separation Date, the Employee’s service under this Agreement is terminated by the Company without Cause, the Employee will be entitled to the separation payments set out in Section 3 of this Agreement as though his employment continued through the Separation Date.
Early Termination. A Party shall have the right to terminate this Agreement before the end of the Term as follows:
Payment Upon Amendment Effective Date. Licensee will pay to Aerpio a one-time payment in cash of fifteen million U.S. dollars ($15,000,000), which payment will be non-refundable and non-creditable and not subject to set-off. This Amendment will go into effect on such date as both # the Parties have exchanged their respective signatures to this Amendment and # Aerpio has received such fifteen million dollar payment.
Early Termination Fee. If this Agreement is terminated before the Revolving Maturity Date for any reason, including Bank’s election to terminate following the occurrence of an Event of Default, on the date of such termination, a fee in an amount equal to Six Hundred Thousand Dollars ($600,000).
Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 8, to terminate the Lease (“Termination Right”) with respect to the entire Premises only effective as of May 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord # a written notice (“Termination Notice”), of its election to exercise its Termination Right not later than June 1, 2020, and # within 5 business days after Tenant’s delivery of the Termination Notice to Landlord, an early termination payment of $316,408.84, which is equal to the Base Rent that would have been payable for the 4 month period following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right and delivers the Early Termination Payment in accordance with this Section 8, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of the Lease on or before the Early Termination Date and Tenant shall have no further obligations under the Lease from and after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. Tenant may only exercise its Termination Right pursuant to this Section 8 if Tenant concurrently exercises its Termination Right (as defined in the 11065/11075 Lease (as defined in the Third Amendment)) under the 11065/11075 Lease.
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